Constellation Brands (STZ) Form 4 CONSTELLATION BRANDS / Kaneenat Kristann Carey ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Carey Kaneenat Kristann

(Last) (First) (Middle)

C/O CONSTELLATION BRANDS, INC.

207 HIGH POINT DRIVE, BUILDING 100

(Street)

VICTOR NY 14564

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CONSTELLATION BRANDS, INC. [ STZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & Chief HR Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/20/2023		C		5,682	A	(4)	7,469	D
Class A Common Stock	07/20/2023		S		5,682	D	$269	1,787	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	$228.26	07/20/2023		M			2,029	04/23/2019(1)	04/23/2028	Class 1 (convertible) Common Stock	2,029	$0	0	D
Non-Qualified Stock Option (right to buy)	$207.48	07/20/2023		M			2,675	04/23/2020(1)	04/23/2029	Class 1 (convertible) Common Stock	2,675	$0	0	D
Non-Qualified Stock Option (right to buy)	$153.02	07/20/2023		M			978	04/21/2021(2)	04/21/2030	Class 1 (convertible) Common Stock	978	$0	977	D
Class 1 (convertible) Common Stock	(3)	07/20/2023		M		2,029		(3)	(3)	Class A Common Stock	2,029	$228.26	2,029	D
Class 1 (convertible) Common Stock	(3)	07/20/2023		M		2,675		(3)	(3)	Class A Common Stock	2,675	$207.48	2,675	D
Class 1 (convertible) Common Stock	(3)	07/20/2023		M		978		(3)	(3)	Class A Common Stock	978	$153.02	978	D
Class 1 (convertible) Common Stock	(3)	07/20/2023		C			5,682	(3)	(3)	Class A Common Stock	5,682	$0	0	D

Explanation of Responses:

1. 100% of this option has become exercisable.

2. This option, representing a right to purchase a total of 3,911 shares, becomes exercisable at the rate of 25% per year beginning on the date specified.

3. Shares of Class 1 Common Stock are convertible into shares of Class A Common Stock of the issuer on a one-to-one basis. In accordance with the certificate of incorporation of Constellation Brands, Inc., any shares of Class A Common Stock issued upon conversion of shares of Class 1 Common Stock must be sold immediately in connection with the conversion. Class 1 Common Stock is not traded on any stock exchange.

4. The reported shares of Class A Common Stock were received upon the conversion of shares of Class 1 Common Stock on a one-to-one basis.

Remarks:

	/s/ Brian S. Bennett, Attorney-in-fact	07/24/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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